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    Ranpak Holdings Corp filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/29/25 4:20:49 PM ET
    $PACK
    Containers/Packaging
    Consumer Discretionary
    Get the next $PACK alert in real time by email
    false 0001712463 0001712463 2025-05-22 2025-05-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     

    May 22, 2025 

    (Date of Report, Date of earliest event reported)

     

    RANPAK HOLDINGS CORP.

    (Exact name of registrant as specified in its charter)

     

    ____________________________

     

    Delaware 001-38348 98-1377160

    (State or other jurisdiction of

    incorporation)

    (Commission File Number)

    (I.R.S. Employer

    Identification No.)

     

    7990 Auburn Road

    Concord Township, Ohio 44077

    (Address of principal executive offices) (Zip Code)

     

    (440) 354-4445

    (Registrant’s telephone number, including area code)

     

    Not Applicable

    (Former name or former address, if changed since last report) 

    ____________________________

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class Trading Symbol(s) Name of each exchange on which registered
    Class A Common Stock, par value $0.0001 per share PACK New York Stock Exchange

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☐

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

    Item 5.07 Submission of Matters to a Vote of Security Holders.

     

    On May 22, 2025, Ranpak Holdings Corp. (the “Company”) held its annual meeting of stockholders.

     

    Proposal 1 - Election of Directors

     

    The Class III Directors proposed by management were elected with a tabulation of votes to the nearest share as shown below. The Directors also had broker non-votes totaling 5,695,191.

     

    Name   For   Withheld
    Omar Asali 62,015,054   8,598,215
    Pam El 61,853,089   8,760,180
    Salil Seshadri 57,609,774   13,003,495
             

     

    Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

     

    The earlier appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year was approved by stockholders with 74,888,931 shares voted in favor, 1,015,140 shares voted against and 404,389 shares abstained.

     

    Proposal 3 - Non-Binding Advisory Resolution to Approve the Compensation of Named Executive Officers

     

    The compensation of the Named Executive Officers was approved, on an advisory basis, by stockholders, with 69,523,322 shares voted in favor, 1,037,185 shares voted against, 52,762 shares abstained, and broker non-votes totaling 5,695,191.

     

    Proposal 4 - Approval of the issuance of certain shares of the Company’s Class A Common Stock upon the exercise of a warrant issued by the Company to Amazon.com NV Investment Holdings LLC

     

    For the purpose of complying with NYSE Listing Rule 312.03(c), the issuance of certain shares of the Company’s Class A Common Stock upon the exercise of a warrant issued by the Company to Amazon.com NV Investment Holdings LLC was approved by stockholders, with 70,381,265 shares voted in favor, 225,262 shares voted against, 6,742 shares abstained, and broker non-votes totaling 5,695,191.

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      RANPAK HOLDINGS CORP.
    Date: May 29, 2025    
      By:  

    /s/ William Drew

          William Drew
          Executive Vice President and Chief Financial Officer

     

     

     

     

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